12.11.8.2SCOPE:All persons, whether natural or legal
entities, that transact business in New Mexico as a broker-dealer, an
investment adviser or an issuer of securities, and their representatives and agents.

[12.11.8.2 NMAC - Rp, 12 NMAC 11.4.1.2, 1-1-2010]

12.11.8.3STATUTORY AUTHORITY:Section 58-13C-605A authorizes the director
to adopt, amend and repeal rules necessary or appropriate to carry out the
provisions of the New Mexico Uniform Securities Act, NMSA 1978, Sections
58-13C-101 to 701, hereinafter referred to in this Chapter 11 as the “New
Mexico Uniform Securities Act”.

[12.11.8.3 NMAC - Rp, 12 NMAC 11.4.1.3, 1-1-2010]

12.11.8.4DURATION:Permanent.

[12.11.8.4 NMAC - Rp, 12 NMAC 11.4.1.4, 1-1-2010]

12.11.8.5EFFECTIVE DATE:January 1, 2010, unless a later date is cited
at the end of a section.

[12.11.8.5 NMAC - Rp, 12 NMAC 11.4.1.5, 1-1-2010]

12.11.8.6OBJECTIVE:To implement new rules and revise existing
rules to better reflect the realities of current financial, commercial and
regulatory principles and practices affecting the securities markets.

[12.11.8.6 NMAC - Rp, 12 NMAC 11.4.1.6, 1-1-2010]

12.11.8.7DEFINITIONS:[RESERVED]

12.11.8.8GENERAL REGISTRATION
PROVISIONS:The following provisions
shall apply generally to the registration of securities in New Mexico in
addition to any requirements found elsewhere in the New Mexico Uniform
Securities Act or these rules.

A.Registration
statements.

(1)A registration
application will not be considered as filed unless form U-1, uniform
application to register securities, has been properly completed and endorsed,
is accompanied by a filing fee calculated in accordance with Section
58-13C-305B, and applicable documents specified in form U-1.Checks are to be made payable to the New
Mexico securities division.Fees paid
upon the filing of the registration statement are not refundable.

(2)Issuers may satisfy
filing requirements contained in these rules by filing required documents and
fees using an electronic filing system in such a manner as approved by order of
the director.

B.Consent to service
of process.Applications to register
securities shall be accompanied by a properly prepared and endorsed form U-2,
uniform consent to service of process, and, in the case of corporations, a form
U-2A, uniform corporate resolution.Form
U-2 shall specify the director of the New Mexico securities division as the agent
to receive service of process.

C.Registration effectiveness.

(1)If a registration
application seeks to register only a portion of a larger offering, the
application shall be deemed effective only as to the securities specified to be
offered in this state.

(2)If it appears that a
registration application is incomplete, inaccurate, compromises investor
protection, tends to work a fraud on investors or is in any other way in
violation of the New Mexico Uniform Securities Act, the division may issue a
comment letter.Matters raised in the
comment letter may be cause for issuance of a stop order if not resolved.

D.Fees for amendments to increase
amount of securities offered.

(1)Pre-effective amendments increasing the amount of securities to be
offered and sold are subject to additional fees of 1/10 of 1 percent of the
amount of the increase, provided that no additional fee is required if, as a
result of the increase, the total amount registered is less than $525,000.

(2)Pursuant to Section
58-13C-305J, post-effective amendments registering additional securities become
effective upon filing of the amendment and payment of fees of 3/10 of 1 percent
of the incremental amount of increase.Each increase will be subject to a minimum fee of $525.00 and maximum of
$2,500 unless the maximum fee of $2,500 was previously paid in connection with
such application for registration. If the maximum fee of $2,500 was previously
paid, then no further fee shall be required.

E.Confidentiality.Unless a valid claim of privilege or
confidentiality is asserted pursuant to Section 58-13C-607B(2) of the New
Mexico Uniform Securities Act, information contained in registration
applications filed with the division is available for public inspection.

F.Amendments.

(1)Amendments to the
application for registration may be made by filing an amended form U-1 plainly
marked “Amendment” at the top of the form and accompanied by a letter
explaining the change.

(2)The following will
require an amended form U-1:

(a)amendments to the
name under which the issuer is doing or intends to do business; amended form
U-1 must include the former and current names and must be accompanied by a fee
of $50.00, an amended form U-2 and, if a corporation, form U-2A;

(b)changes to the
location of the issuer’s principal business office and, if the issuer is a
foreign or territorial person, the name and address of its agent in the United
States authorized to receive notice or service of process;

(c)changes to the
names and addresses of the underwriters;

(d)changes to the
names and addresses of the issuer’s correspondents; and

(e)changes to the
amount of securities to be registered.

G.Multiple types of
securities.

(1)A separate
application and fee must be filed for each type of security offered, unless
such securities are sold as units.

(2)In the case of
warrants and rights, the securities purchasable upon exercise shall be
registered together with the warrants and rights.In the case of convertible securities, only
the convertible security itself need be registered if no further consideration
is required for conversion other than the surrender of the convertible
security.

H.Sequential partnerships.

(1)Limited partnerships offered sequentially or simultaneously must be
registered individually in the name of each specific partnership and
accompanied by the proper fee even if multiple partnerships are registered in a
single registration statement with the security and exchange commission.If the issuer wishes to avoid the filing of
duplicate exhibits for each partnership within a series, all partnerships to be
included within a series must be identified to the division at the time of the
initial filing.

(2)As subsequent
partnerships are sought to be declared effective, the following must be filed
with the division:

(a)form U-1;

(b)a copy of any
supplement or any post-effective amendment filed with the security and exchange
commission; such supplement or post-effective amendment must detail any
material changes in any exhibit previously filed with the division and must
include any additional exhibits pertaining to a particular partnership within a
series that have not been previously filed;

(c)the appropriate
filing fee; and

(d)in the absence of
any material changes, subsequent partnerships within a series will be declared
effective upon receipt of notice of the offering commencement date.

I.Renewal of permits.Permits authorizing the sale of securities registered by filing,
coordination or qualification are effective for one year from date of
issuance.In order to extend the permit,
a new application must be filed on form U-1 together with the latest amendment
to the offering document.All previously
filed exhibits may be incorporated by reference.The application must be accompanied by a new
filing fee and must be received by the division no later than two weeks prior
to the expiration of the current permit.

J.Abandonment and withdrawal of registration statement.Any registration statement filed by filing,
coordination or qualification shall be considered abandoned and withdrawn if
there is no communication or activity regarding such filing for a period of six
consecutive months.Any registration
statement that has been abandoned and withdrawn may be re-filed by filing anew
the appropriate documents and filing fee.

12.11.8.10REGISTRATION BY COORDINATION:A registration statement under Section
58-13C-303(B) shall be submitted on form U-1, shall contain the following
information and be accompanied by the following documents, in addition to the
information specified in Section 58-13C-303B and Section 58-13C-305C and the
consent to service of process on form U-2 required by Section 58-13C-303B(3):

A.copies
of the articles of incorporation and by-laws or equivalents currently in
effect, any agreements with or among underwriters of the offering, any
instrument governing the issuance of the security to be registered, a specimen
of the security and, if the security to be registered is a note, bond,
debenture or other evidence of indebtedness, a trust indenture, unless the
security is a face-amount certificate registered under the Investment Company
Act of 1940 or unless the requirement to furnish a trust indenture relating to
the securities is waived by the director for good cause shown; and

B.one
copy of any other information or any documents required to be filed under form
U-1.

[12.11.8.10 NMAC - Rp, 12 NMAC 11.4.3, 1-1-2010]

12.11.8.11REGISTRATION BY QUALIFICATION:A registration
statement under Section 58-13C-304 shall be submitted on form U-1, shall
contain the following information and be accompanied by the following
documents, in addition to the information specified in Section 58-13C-304 and
the consent to service of process on form U-2 required by Section 58-13C-304B:

A.copies
of the articles of incorporation and by-laws or equivalents currently in
effect, any agreements with or among underwriters of the offering, any
instrument governing the issuance of the security to be registered, a specimen
of the security and, if the security to be registered is a note, bond,
debenture or other evidence of indebtedness, a trust indenture unless the
security is a face amount certificate registered under the Investment Company
Act of 1940 or unless the requirement to furnish a trust indenture relating to
the securities is waived by the director for good cause shown; and

B.one
copy of any other information or any documents required to be filed under form
U-1.

A.As
a condition of registration, a prospectus, offering circular, or similar
document meeting the requirements of Subsections B, C and D of 12.11.8.12 NMAC
shall be sent or given to each person to whom an offer is made by or for the
account of the issuer or any other person on whose behalf the offering is made
or by any underwriter or broker-dealer who is offering part of an unsold
allotment or subscription as a participant in the distribution.The document shall be sent or given either
before or concurrently with the earlier of any of the following:

(1)any written offer made to the person,
otherwise than by means of public advertisement;

(2)confirmation of any sale to the person;

(3)payment pursuant to any sale to the
person; or

(4)delivery of the security pursuant to any
sale to the person.

B.The outside front cover of the prospectus, unless
otherwise permitted by the director, shall meet the requirements of any
appropriate form under the Securities Act of 1933 or shall contain
substantially the following information:

(1)name and location of issuer and its type
of organization;

(2)designation of securities offered;

(3)per share or unit and aggregate public
offering price, underwriting or selling commissions and discounts and net
proceeds to offeror;

(4)name of managing underwriter or
broker-dealer or statement that the securities are being offered by the issuer;

(5)a statement describing the anticipated secondary
market for the securities being offered, including the identity of anticipated
market makers;

(6)date of prospectus;

(7)legends:

(a)the following
legend, or its substantial equivalent, shall appear on the cover of the
prospectus in boldface type:

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES DIVISION OF THE NEW
MEXICO DEPARTMENT OF REGULATION AND LICENSING, NOR HAS THE SECURITIES DIVISION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE;

(b)the following
information, to the extent appropriate, shall appear on the cover page of any
offering document utilized in connection with the offer and sale of securities
which are exempt from registration under the Securities Act of 1933 as amended,
but subject to a filing requirement under a state securities law:

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON
THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING
THE MERITS AND RISK INVOLVED.THESE
SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES
COMMISSION OR REGULATORY AUTHORITY.FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY
OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE;

(8)if the offering is exempt under Section
(3)(a)(11) of the Securities Act of 1933, the following statement shall appear
in boldface type:THESE SECURITIES ARE
OFFERED ONLY TO BONA FIDE RESIDENTS OF THE STATE OF NEW MEXICO; and

(9)such other information as the director may
permit or require.

C.The prospectus shall contain a full disclosure of all
material facts relating to the issuer and the offering and sale of the
registered securities.A prospectus
meeting the requirements of form S-1 under the Securities Act of 1933 is deemed
to satisfy the requirements of this subsection.

D.Unless otherwise permitted by the director, the body of
the prospectus and all notes to financial statements and other tabular data
included therein shall be in times new roman type or its substantial
equivalent, at least as large and as legible as 10-point modern type, except
that financial statements and other tabular data, including tabular data in
notes, may be in times new roman type or its substantial equivalent, at least
as large and as legible as 8-point modern type.All such type shall be leaded at least two points.

E.At the end of each period of not more than one year from
the effectiveness of the registration statement, or in the event of any material
change relating to the issuer or the securities subsequent to the filing of a
prospectus, an amended prospectus shall be filed reflecting any such changes,
and a current disclosure of all material facts relating to the issuer and the
securities, including financial statements.No further solicitations or sales of the securities may be made
thereafter until such amended prospectus has been filed with the director.

[12.11.8.12 NMAC - Rp, 12 NMAC 11.4.5, 1-1-2010]

HISTORY of 12.11.8
NMAC:

Pre-NMAC History:Material in this part was derived
from that previously filed with the commission of public records - state
records center and archives:

SD Rule 86-6.03,
Confirmation of Notice of Filing, filed 7-14-86 were renumbered into first version of the
New Mexico Administrative Code as 12 NMAC 11.4, Registration and Exemption of
Securities, filed 4-19-99.